January 2020 Accretive and strategic UK North Sea acquisitions and - - PowerPoint PPT Presentation

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January 2020 Accretive and strategic UK North Sea acquisitions and - - PowerPoint PPT Presentation

January 2020 Accretive and strategic UK North Sea acquisitions and proposed extension of credit facilities Disclaimer & confidentiality notice By attending (whether in person or by telephone) this presentation, or by reading the


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SLIDE 1

January 2020

Accretive and strategic UK North Sea acquisitions and proposed extension of credit facilities

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SLIDE 2

January 2020

Disclaimer & confidentiality notice

P1

  • By attending (whether in person or by telephone) this presentation, or by reading the presentation slides, you agree to the conditions set out below. This presentation has been

prepared by Premier Oil pic ("Premier Oil") in connection with the proposed acquisition of BP’s interests in the Andrew Area and the Shearwater field and an additional 25 per

  • cent. interest in Tolmount and the associated placing and rights issue, and is confidential. It contains confidential information about Premier Oil and other subsidiaries (together,

the "Group") and is being provided on a confidential basis and it does not constitute an offer or invitation to the public. This presentation does not constitute an offer to acquire any securities and is not intended to be used as a basis for credit or any other evaluation. This presentation is an advertisement and not a prospectus or

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  • f the Group and have serious consequences. Some or all of the information contained in this presentation is or may be price sensitive and the use of such information may be

regulated or prohibited by applicable legislation relating to insider dealing. This information must not be used for any unlawful purpose. Save as specifically agreed in writing by Premier Oil, this presentation and any information (written, oral or otherwise) contained in or relating to it must not be copied, reproduced, distributed or passed to other

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are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. This presentation does not constitute an offer of securities for sale in the United States, Australia, Canada, Hong Kong, Japan, South Africa or any other jurisdiction where the extension or availability of the placing and rights issue (and any other transactions contemplated thereby) would breach any applicable law or regulation. This presentation is not for use in the United States (other than in presentations to a limited number of "qualified institutional buyers" (“QIBs”) as defined in Rule 144A under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), and may not be retransmitted, republished or otherwise redistributed in the United States. By accepting the delivery of this presentation, the recipient represents, warrants, acknowledges and agrees that: (a) it is a non-U.S. person that is outside the United States (within the meaning of Regulation S under the Securities Act ("Regulation S")) or is a QIB; (b) it will not reproduce, publish, distribute or pass on this presentation; and (c) it and will not transmit, forward, send or take this presentation nor any copy hereof into, or distribute this presentation or any copy hereof within the United States. This presentation is not for transmission, publication distribution or release into Australia, Canada, Hong Kong, Japan, South Africa, the United States, or into any other country where such distribution may lead to a breach of any applicable law or regulation.

  • Statements herein, other than statements of historical fact, regarding future events or prospects, are forward-looking statements. These statements involve a number of risks

and uncertainties, which could cause actual results to differ materially and adversely from those predicted in the forward- looking statements and from the past performance of Premier Oil. The estimates and projections reflected in the forward-looking statements are based on various assumptions concerning anticipated results, commodity prices and industry trends, which assumptions may prove to be materially incorrect. As a result, you should not rely on these forward-looking statements. In relation to statements of historical fact relating to the Andrew Area and the Shearwater field, Premier Oil and its agents have generally relied on information and interpretations provided by the seller, which may not be capable of independent interpretation. Neither Premier Oil nor any other person undertakes any obligation to update or revise any information or statement contained herein, whether as a result of new information, future events or otherwise. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this presentation and any errors therein or omissions therefrom. The presentation does not constitute a due diligence review and should not be construed as such.

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  • f its officers, servants, advisers, agents or affiliates as to or in relation to the accuracy or completeness of this presentation or the information forming the basis of the

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  • therwise.
  • This presentation does not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative. It does not constitute legal,

regulatory, accounting or tax advice, and we recommend that the recipient seek the appropriate third party advice regarding this presentation. This presentation, including this disclaimer, shall be governed by and construed in accordance with English law and any claims or disputes, whether contractual or non-contractual, arising out of, or in connection with, this presentation, including this disclaimer, shall be subject to the exclusive jurisdiction of the English courts.

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SLIDE 3

Highlights

January 2020

Trading update highlights

P2

  • 2019 outcome in line with previous reporting at the upper end of guidance

– Production of 78.4 kboepd – Net debt reduced by over US$330 million from $2.33 billion to less than $2 billion – Opex (US$11/boe) and capex (US$300 million) lower than planned

  • Sanctioned projects

– BIG-P under budget, on-stream and performing well – Tolmount on schedule for Q4 2020 First Gas and tracking below budget

  • New partnerships for future projects

– Heads of terms agreed for proposed farm-out of Sea Lion – Tuna appraisal programme to be fully funded by a new investor

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SLIDE 4

Highlights

January 2020

Transactions overview

P3

  • Headline price of US$816m (1

January 2019 effective date)

  • Fully underwritten US$500m

(net of expenses) equity raise

  • US$300m Acquisition Bridge

Facility

  • Working capital adjustments

expected to reduce cash payable at completion; Acquisition Bridge Facility not expected to be drawn

  • Extension of maturity of

existing non-amortising facilities

  • Adds immediately cash

generative production with development upside

  • Adds 82 mmboe of 2P+2C at

<US$10/boe

  • Accelerates use of Premier’s

US$4.2bn of UK tax losses

  • Accelerates debt reduction and

materially improves financial position

  • Reduces covenant leverage

ratio (net debt/EBITDA) towards 1x by 2022

  • US$625m for BP’s assets

adding 59 mmboe 2P+2C and 23 kboepd

  • BP responsible for

abandonment security1 and will transfer tax history to Premier2

  • US$191m for 25% in Tolmount,

adding 23 mmboe3 of 2P+2C and >10 kboepd4

  • Kellas to extend existing

Tolmount infrastructure arrangements

  • Proposed acquisition of BP’s interests in the Andrew Area and Shearwater field and a further 25% in

Tolmount from Dana Petroleum. Premier also proposes to extend its credit facilities to 30 Nov 2023.

Step change for Premier, materially accretive to value and credit metrics

KEY TERMS CASH GENERATIVE FULLY FUNDED

1 Except for Arundel and Cyrus (abandonment security not yet required) 2 BP will transfer the tax history relating to the Andrew, Kinnoull and Farragon fields 3 Excludes Tolmount East 4 At peak production rates, net to the 25% interest

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SLIDE 5

Highlights

59% 41% 47% 53% 60% 40%

January 2020

Transaction metrics

COMPELLING VALUATION

  • Adds 82 mmboe 2P+2C at <US$10/boe
  • Contributes to rising production out to 2024 with

pro forma 2019 production in excess of 100 kboepd

  • Operator of >160 kboepd (2019 pro forma, gross)
  • Material incremental investment opportunities

ADDITION OF QUALITY BARRELS WITH HIGH VALUE TO PREMIER

  • Adds low cost assets with combined opex of

<US$20/boe (2019 to 2025)

  • Adds low carbon emission assets
  • Accelerates use of Premier’s US$4.2bn of tax losses
  • Infrastructure funding minimises Tolmount capex

MATERIALLY STRENGTHENS LONG-TERM FINANCIAL POSITION

  • Acquisitions forecast to generate >US$1bn FCF to

end 2023

  • Additional FCF accelerates debt reduction and

balance sheet deleveraging

  • Significantly reduces forward accounting leverage

ratio towards <1x by Q4 2021

  • Limited near-term decommissioning expenditure
  • Extends existing, non-amortising facilities ahead of

a full refinancing, anticipated in 2022 Accounting leverage ratio1

(Net debt/EBITDA)

Adds a balanced oil and gas portfolio

2P+2C mmboe as at 1.1.19

Premier

Oil Gas

Acquired assets Pro-forma

50 100 2019 2020 2021 2022 2023 Premier Acquired Assets

Group production

kboepd 0.50 1.50 2.50 Q419 Q220 Q420 Q221 Q421 Q222 Premier Proforma

1Based on current production forecasts and commodity price estimates

P4

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SLIDE 6

Highlights

January 2020

Acquired assets overview, impact on Premier UKCS

P5

Andrew Area (Op.)

  • Andrew (63%), Cyrus (100%), Kinnoull (77%), Arundel

(100%), Farragon1 (50%)

  • Andrew Lower Cretaceous development (73%)
  • 2019 Production: 18 kboepd (net); 2P+2C: 34 mmboe (net)
  • Life extension to 2028 adds substantial value

Shearwater1 (27.5%, non-Op.)

  • HPHT gas condensate field
  • Partners: Shell (Op, 28%), Exxon (44.5%)
  • 2P+2C : 25 mmboe (net)
  • 2019 Production: 5 kboepd (net)
  • Operator’s hub plan defers COP to 2028

Tolmount (25%)

  • Long life gas asset with material upside
  • First gas on schedule by end 2020
  • Peak production rates of >10 kboepd (net to 25% interest)
  • 2P+2C: 23 mmboe2 (net to 25% interest)
  • Material upside at Tolmount East, Mongour

2019 Pro forma Group

>100 kboepd

UK production

kboepd

2019 Pro forma UKCS

>75 kboepd

1 Farragon and Shearwater are subject to pre-emption rights by partners 2 Excludes Tolmount East

UK 2P reserves

mmboe 50 100 2019 2020 2021 2022 2023

Premier UKCS Acquired Assets

100 200 Premier UKCS Proforma UKCS

Premier UKCS Acquired Assets

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SLIDE 7

Production

5 10 15 20 25 UKCS PMO Group Andrew Catcher January 2020

Andrew Area – a new operated production hub

  • Andrew, Cyrus, Kinnoull, Arundel and Farragon1 produce

through the Andrew platform

  • Acquisition completion expected by end Q3 2020
  • Net 2P+2C of 34 mmboe
  • 2019 production of 18 kboepd (89% liquids, 11% gas)
  • Low opex of US$17/boe
  • Low emissions 13kg/boe, 2nd lowest of BP’s op. UKCS assets
  • Limited near-term abandonment obligations
  • High value infrastructure led investment opportunities

P6

Delivers material production with near term development opportunities

GHG intensity

kg CO2e/boe

1 Farragon is subject to pre-emption by joint venture partner

Cumulative net FCF from Andrew Area 2P Reserves & 2C Resources (pre-tax)

US$m

c.US$1bn FCF

(2019 to 2025)

200 400 600 800 1000 1200 2019 2020 2021 2022 2023 2024 2025

Source: Oil & Gas UL 2018 Environment Report; Company estimates

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SLIDE 8

Development

January 2020

Andrew Lower Cretaceous Development

P7

Near-term, material upside through the Lower Cretaceous development

  • Lower Cretaceous commercial gas discovery made by BP in 1974
  • Two well subsea tie-back to the Andrew platform to develop

9 mmboe (net)

  • FEED on-going with contractor discussions well advanced
  • Estimated total capex of up to c. US$120m (net to Premier)
  • BP had planned to sanction 2020 1H

Andrew Area Production (net)

kboepd

Lower Cretaceous Production

>6 kboepd (net) in 2022

Field life

Extended to 2028

Lower Cretaceous Development

Increases gas weighting

Andrew Area field schematic

3 6 9 12 15 2020 2021 2022 2023 2024 2025 Andrew Area Andrew LC

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SLIDE 9

Production

3 6 9 12 2020 2021 2022 2023 2024 Liquids Sales Gas January 2020

Shearwater (27.5% non-operated interest) 1

  • Shell (op. 28%), Exxon (44.5%), BP (27.5%)
  • Completion 2020 1H, subject to partners not

exercising pre-emption rights

  • HP/HT gas condensate field
  • Adds net 25 mmboe 2P+2C
  • 2019 production of 5 kboepd (net)
  • Incremental investment opportunities
  • Significant 3rd party tariff income and opex

cost sharing

P8 P8

Non-operated interest in an existing producer and significant UKCS hub Shearwater 2P+2C (net) Shearwater production (net)

kboepd

25 mmboe

1Shearwater is subject to pre-emption rights by partners

Operating efficiency

90% (2010-2018)

Hub plan to defer

COP to 2028

Oil 53% Gas 47%

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SLIDE 10

Development

  • US$191m for additional 25% interest in Tolmount and up to

US$55m of contingent payments related to Tolmount East FDP / production milestones

  • 500 BCF Tolmount gas development on budget and on

schedule for First Gas by end of 2020

  • Adds 23 mmboe 2P+2C and 12 kboepd in 2022 (net to the

25% interest)1

  • Agreement with Kellas to extend infrastructure arrangements

for additional 25 per cent acquired

– Minimises Premier’s pre-first gas capex; pro forma 2020 Tolmount capex expected to be c. US$100m (net to Premier)

  • Acquisition completion expected 2020 1H

January 2020

Tolmount – additional 25% interest

P9 15 30 45 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Tolmount 5th well, Tolmount East

Tolmount: Premier’s next UK growth project

kboepd (Pro forma, Premier 75% op.)

Consolidates interest in high return development with material upside following recent drilling success

1 Excludes Tolmount East

Gross resource

500 Bcf1

Gross peak rates

50 kboepd

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SLIDE 11

Development

January 2020

Material upside beyond Tolmount

  • Targeted 220 Bcf (P50) gross resource

– Well results currently under evaluation

  • Reservoir quality & thickness at upper

end of expectations

– 71% NTG, 16% porosity, 82% gas saturation

  • Tolmount East to be tied back to

Tolmount

– Development planning already underway – Benefits from low tariff structure, quick pay-back – Potential to extend infrastructure funding similar to existing Kellas arrangements

  • Positive implications for other targets

within the Greater Tolmount Area

– Reduces uncertainty at Tolmount Far East – Unlocks the Mongour discovery

P10 Tolmount development Tolmount Far East prospect Tolmount East discovery Mongour discovery

Pre-drill top depth structure map

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SLIDE 12

Finance

January 2020

Acquisitions materially strengthen credit metrics

  • Consistent with deleveraging strategy; additional

free cash flow accelerates debt reduction

  • Increases 2P reserves and pro forma 2019

production by 29%

  • Diversifies portfolio, reduces asset concentration
  • Materially reduces forward covenant leverage ratio
  • Extension of existing non-amortising facilities to

November 2023 and relaxation of certain existing

  • perational covenants
  • Enhances position ahead of next refinancing,

anticipated in 2022

P11

Covenant leverage ratio

(Covenant net debt/EBITDA)

2P Reserves

(mmboe)

Production

(kboepd)

20 40 60 80 100 PMO TLW KOS ENQ GENL SQZ CNE Premier Acquired Assets 1.0 2.0 3.0 Q419 Q220 Q420 Q221 Q421 Q222 Premier Proforma

Reduces covenant leverage ratio towards 1x

194 251 100 200 Premier Proforma

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SLIDE 13

Finance

January 2020

NAV summary

Field(s) Reserves/resources (mmboe) NAVs (pre-tax, US$m) Bid price (US$m) 2P 2C Total 2P 2C Total Andrew Area1 21 13 34 386 213 599 450 Shearwater1,2 15 10 25 213

  • 213

175 Tolmount1,3 21 2 23 240

  • 240

191 Total3 57 25 82 839 213 1052 816

P12

1 CPR conducted by Senergy for Andrew Area and TRACS for Shearwater with valuations as at 1.1.19 2 2C resource not valued by TRACS 3 CPR conducted by ERCE and excludes Tolmount East; Valuation as at 30.9.19

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SLIDE 14

Finance

January 2020

Acquisition Financing

P13

Acquisitions funded via a fully underwritten equity raise and a debt bridge

  • Aggregate headline price: US$816m, with

effective date 1 January 2019 – Andrew and Shearwater Acquisitions: US$625m – Tolmount Acquisition: US$191m plus up to US$55m contingent payments – All acquisitions subject to working capital adjustment from 1 January 2019 which is expected to reduce cash payable at completion

  • Source of Funds:

– Equity: a fully underwritten US$500m equity raise (net of expenses) – initially on a standby basis – Debt: a US$300m Acquisition Bridge Facility, if required

Funding Overview

  • Full equity raise underwritten on a standby basis

from announcement

  • Launch of traditional equity raise post lender

scheme approval

  • The company expects the equity raise to include

both a placing and rights issue component – Any shares issued under the placing will qualify for the subsequent pre-emptive rights issue

  • Further details regarding the equity structure will

be outlined in the combined Prospectus and Circular to be published post creditor scheme approvals

Equity Structure

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SLIDE 15

Summary

January 2020

Proposed Timetable and Process

P14

Timing Action Tuesday 7 January 2020 Announcement of the Acquisitions and Underwritten Financing Q1 2020 Launch of scheme of arrangement

  • Creditors meeting
  • Court sanction of the scheme of arrangement
  • Publication and posting of combined Prospectus and Circular

Q1-Q2 2020

  • General Meeting
  • Conditional allotment under the Placing
  • Record Date for the Rights Issue1
  • Admission of shares under the Placing
  • Admission of nil-paid rights

Q2 2020

  • Close of Rights Issue
  • Announcement of results of Rights Issue

Q2 – Q3 2020 Completion of the Acquisitions Completion of underwritten equity raise expected in Q2 2020

1 Post conditional allotment of the Placing, Placing shares will be eligible for the rights issue

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SLIDE 16

Summary

January 2020

Acquisitions in line with strategy; investment case enhanced

Rising production profile generating strong EBITDA from a tax efficient and low

  • pex, low emissions asset base.

P15

Increased interest in Tolmount and Tolmount East, together with Andrew Lower Cretaceous interest add to near-term portfolio of development opportunities which extend and prolong production profile. Capital efficient development funding. Free cash flow generation continues de-leveraging process and supports next re-financing. 1x Net debt/EBITDA is achievable. Development opportunities in Falklands, Mexico and Indonesia; Options to realise value by sale or right size investment via farm-down progressing Pipeline of high value exploration wells over next 24 months: Malguk (Alaska); Berimbau/Maraca (Brazil); Wahoo (Mexico); Timpan (Indonesia); Tolmount Far East (UK).

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SLIDE 17

Appendix

January 2020

Appendix

P16

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SLIDE 18

Appendix

January 2020

CPR key price assumptions

P17

2019 2020 2021 2022 2023 2024 2025+ Oil (US$/bbl) 63.9 64.0 68.0 69.0 70.4 72.9 +2% p.a. Gas (p/therm) 38.8 45.9 46.8 47.8 48.7 49.7 +2% p.a. USD/GBP 1.24 1.24 1.24 1.24 1.24 1.24 1.24

Andrew CPR Shearwater CPR Tolmount CPR

2019 2020 2021 2022 2023 2024 2025+ Oil (US$/bbl) 69.0 66.0 63.0 65.0 70.4 71.8 +2% p.a. Gas (p/therm) 40.7 40.0 39.8 48.4 52.3 53.4 +2% p.a. USD/GBP 1.28 1.27 1.41 1.45 1.52 1.52 1.52 2019 2020 2021 2022 2023 2024 2025+ Oil (US$/bbl) 66 70 71 74 76 79 +2.5% p.a. Gas (p/therm) 47 48 50 53 55 57 +2.5% p.a. USD/GBP 1.25 1.25 1.25 1.25 1.25 1.25 1.25

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SLIDE 19

Premier Oil Plc 23 Lower Belgrave Street London SW1W 0NR T: +44 (0)20 7730 1111 E: premier@premier-oil.com www.premier-oil.com

January 2020